RDA Agmt 2001 Batarse Family Trust UTA

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cc: Meyers, Nave, Riback, Silver & Wilson 777 Davis Street, Suite 300 San Leandro, California 94577 Attn: Liane Randolph, Agency Counsel Developer: Lloyd A. Wise Companies 10550 International Boulevard Oakland, California 94603-3804 Attn: Anthony A. Batarse, Jr., CEO cc: Musick, Peeler & Garrett 120 Montgomery Street, Suite 2500 San Francisco, California 94104-4303 Attn: Barry D. Hovis, Esq. Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate with notice given in the manner provided in this Section 3.01. The failure of either Party to send a courtesy copy notice to the other Party's counsel noted above shall not invalidate any notice sent by such Party. 3.02 Conflict of Interests. No member, official or employee of the Agency shall make any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 3.03 Non-Liability of Agency Officials, Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. 3.04 Enforced Delay. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions (excluding those imposed by the Agency or the City) or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement or suits challenging approvals by the City of the development of the Improvements on the Properties); weather or soils conditions which will necessitate delays; inability to secure necessary labor, materials or tools; delays of any contractor, sub-contractor or supplier; acts of the other Party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the Agency); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform. Disposition and Development Agreement (Automall) Page 24 of 29